Cybele Industries Ltd Directors Report

Dear Members,

Your Directors hereby present the Thirty Second Annual Report together with the Audited Accounts for the year ended

31st March, 2025.

FINANCIAL RESULTS (Rs.in Lakhs)

	2024-2025	2023-2024
Profit / (Loss)before Interest	-1331.84	173.85
and Depreciation and Tax
(Less:) Finance Cost	129.85	121.87
Depreciation	46.93	79.08
Current Tax	0.90	0.00
Deferred Tax	24.72	-19.83
MAT Credit	0.00	12.14
Profit After Tax	-1180.68	4.86

OPERATIONS

During the year under review, the Company has taken steps to improve the operations of the Company. The Company has achieved revenue of Rs.2150.81 lakhs and net loss of Rs.1180.68 lakhs. The Directors are taking all the steps to improve the performance of the Company in the years to come.

DIVIDEND

The Board of Directors could not recommend any dividend due to Losses of the Company.

SHARE CAPITAL

The paid-up Equity Share Capital of the company was Rs.1069.58 Lakhs as on March 31, 2025. During the year under review, the company has not issued any shares and there is no outstanding instrument pending conversion as on March 31, 2025.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has three wholly owned Subsidiaries

? Cybele Electra Private Limited in Feb 2024 and

? Cybele Electronics Private Limited in Feb 2024 and

? Cybele Properties Pvt. Ltd. incorporated in April 2024, which was converted into Public Ltd. Company on 13.03.2025

The details of subsidiary companies are annexed to this report in Form AOC-1. CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate Governance guidelines as stipulated in the Listing Agreement/Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). A separate report on Corporate Governance along with Auditors certificate on compliance of the Corporate Governance norms with reference to SEBI Listing Regulations and Management Discussion & Analysis forming part of this report are provided in this Annual Report.

COMPOSITION AND NUMBER OF MEETING OF THE BOARD

The Board of Directors of the Company comprises of well qualified and experienced persons having expertise in their respective areas. It has appropriate combination of Executive and Independent Directors.

During the financial year 2024-25, the Directors met four times i.e., on 29.05.2024, 13.08.2024, 14.11.2024 and 14.02.2025.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

Mrs.Franklin Christopher Jean franklin (DIN: 08519247) has been re-appointed as an Independent Director of the Company for a term of 5 years from 27th July 2024 was approved by shareholders at the 31st Annual General Meeting held on 27.09.2024.

The director being re-appointed have given required declaration under Companies Act, 2013 and Listing Regulations.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

The terms and conditions of the appointment of the Independent Directors and Directors familiarization programme are placed on the website of the Company.

Mr. B.Gnana Praghasam as appointed ‘Company Secretary & Compliance Officer as KMP of the Company on 14.02.2025 due to vacancy arose for the resignation of Mr. P. Raja Sekaran, CFO & Company Secretary of the Company.

Mrs. M.Anandham, as appointed ‘Chief Financial Officer of the Company on 21.04.2025.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director of the company 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015 that the Independent Directors of the company meet the criteria of their independence laid down in Section 149(6) of the Companies Act, 2013 and the Board confirms that they are independent of the management.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure to the Boards report.

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of the Board, its Committees and of individual directors as prescribed by the Nomination and Remuneration Committee of the Company.

The performance evaluation of the Directors (without participation of the relevant Director) was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

? in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

? they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

? they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other

irregularities.

? they have prepared the annual accounts on a going concern basis

? they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

? they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

REMUNERATION POLICY

The remuneration policy of the Company has been so structured in order to match the market trends of the industry. The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective directors for the growth of the Company

RISK MANAGEMENT

The Board of Directors reviewed the risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

INTERNAL CONTROL SYSTEM AND THEIR AQEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined by the Audit Committee. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions which were on arms length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015. The related party transactions have been approved by the Audit Committee and Board of your Company, as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. The details of the related party transactions are annexed to this report in Form AOC-2.

AUDITORS

Karpagam Krishnan & Natarajan., Chartered Accountants, Chennai, Firm Registration No. 001748S as the Statutory Auditors of the Company, to hold office from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company to be held in the year 2027.

AUDIT COMMITTEE RECOMMENDATION

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

LISTING ARRANGEMENTS

The companys shares are listed in the BSE Ltd. and the annual listing fee has been paid to the stock exchange. The Company has complied with the mandatory requirement as stipulated by the regulations under SEBI (LODR) Regulations, 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The detail of the same is explained in the Corporate Governance Report.

Your company hereby affirms that no Director / Employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

There are no last three years average profits for spending on CSR activities. Hence, the company could not spend the amount on CSR during the financial year 2024-25. Further, the details of composition of the CSR Committee and other details are provided in the Corporate Governance Report that forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2024-25.

PUBLIC DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

Your Company engaged the services of HPN & Associates (COP No.17698), Company Secretary in Practice, Chennai, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 in Form MR - 3 is attached to this report. The Secretarial Audit report does not contain any qualification, reservation or adverse report.

The Board has recommended to appoint Mrs. Parimala Natarajan as ‘Secretarial Auditor of the Company for the period of 5 years from the FY 2025-26 to FY 2029-30 subject to the approval ensuing this 32nd AGM.

The Board confirms the compliance of the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Under Section 186 of the Companies Act, 2013 the Company has neither given any Loan, guarantee nor provided any Security in connection with a loan, directly or indirectly, to any person or other body corporate. The company has also not made any investments by way of subscription, purchase or otherwise, in the securities of any other body corporate during the financial year ended 31st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange inflow or outflow during the financial year ended March 31, 2025 are disclosed in the Annexure.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is furnished in the Annexure.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025, in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 will be available on the website of the Company and can be accessed on the Companys website at the link www.cybele.in "

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the dedication and excellent contribution made by all the concerned. The Directors would like to thank the Suppliers and above all the Shareholders and valued Customers for their continued support and patronage.

(By Order of the Board) For CYBELE INDUSTRIES LIMITED

Sd/-

Place: Chennai Thomas P Joy

Date: 12.08.2025 Managing Director

DIN:01850040